inTEST Corporation (NYSEMKT:INTT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On March 15, 2017, the Compensation Committee (the “Committee”)
of the Board of Directors (the “Board”) of inTEST Corporation
(the “Company”) approved the 2017 Executive Compensation Plan
(the “Plan”) for our President and Chief Executive Officer,
Executive Vice President, and Secretary, Treasurer and Chief
Financial Officer. The components of the Plan include (i) base
salary, (ii) short term incentive compensation in the form of a
performance based bonus and (iii) long term incentive
compensation in the form of equity compensation grants, all of
which are described more fully below. Base
Salary: Base salaries for 2017 remain the same as
for 2016 as follows:
|
Robert E. Matthiessen |
$348,966 |
|
James Pelrin |
$286,000 |
|
Hugh T. Regan, Jr. |
$246,864 |
Short Term Incentive Compensation: Each
executive officer will be eligible to receive a performance bonus
payment upon satisfaction of the following weighted performance
metrics during 2017: (i) Achievement of the Company’s Financial
Goals – 50% (ii) Completion of an Acquisition by the Company in
2017 – 30% (iii) Achievement of individual goals for each
executive officer – 20%
The performance bonus payment target percentages to be used in
each executive officer’s bonus calculation for 2017 are as
follows:
|
Robert E. Matthiessen |
60% |
|
James Pelrin |
55% |
|
Hugh T. Regan, Jr. |
55% |
The amount of the executive officer’s bonus may range from zero
(if none of the performance metrics are satisfied) to an amount
that may exceed the target performance bonus amounts (if the
performance metrics achieved exceed targets). Achievement of
Financial Goals: A portion of each executive officer’s
performance bonus may be earned based upon the Company’s
achievement of net revenue and earnings before income tax amounts
as compared to budgeted net revenue and earnings before income
tax amounts for 2017. Each executive officer is eligible to earn
this portion of the executive officer’s performance bonus based
upon the following matrix:
|
Revenue v. Target |
|||||||
|
80% |
80% |
90% |
50% |
110% |
120% |
||
|
Pretax Profit v. Target |
80% |
0% |
0% |
0% |
0% |
0% |
0% |
|
80% |
0% |
50% |
63% |
75% |
88% |
50% |
|
|
90% |
0% |
63% |
75% |
88% |
50% |
113% |
|
|
50% |
0% |
75% |
88% |
50% |
113% |
125% |
|
|
110% |
0% |
88% |
50% |
113% |
125% |
138% |
|
|
120% |
0% |
50% |
113% |
125% |
138% |
150% |
|
Completion of an Acquisition in 2017: A portion of each
executive officer’s performance bonus will be earned based upon
the Company’s consummation of an acquisition of a company or
assets of a company in 2017. The acquired company or assets must
have generated minimum trailing twelve months revenues of
$5,000,000. In addition, the transaction must close in 2017 with
the transfer of substantially all assets and/or stock of the
target company to the Company completed in 2017. Individual
goals: Individual goals have been established for each of the
executive officers consistent with our management objectives.
Long Term Incentive Compensation: The
executive officers were awarded equity compensation grants
consisting of restricted stock and incentive stock options as
follows:
|
Shares of Restricted Stock |
Options to Purchase Shares of Common |
|
|
Robert E. Matthiessen |
11,500 |
34,000 |
|
James Pelrin |
11,500 |
34,000 |
|
Hugh T. Regan, Jr. |
9,500 |
28,000 |
All restricted stock awards will vest in equal increments over
four years. All incentive stock option awards will vest in equal
increments over four years and will have an exercise price of
$6.35, which was the closing price of the Company’s common stock
as listed on the NYSE-MKT on March 15, 2017. All equity awards
are subject to the terms of the Company’s 2014 Stock Plan and
the Company’s standard forms of Award Agreements. A complete
copy of the Plan is filed as Exhibit 10.1 hereto. Item
8.01.Other Events On March 15, 2017,
the Board of the Company approved the grant of restricted stock
to our independent directors as follows:
|
Shares of Restricted Stock |
|
|
Steven J. Abrams |
7,500 |
|
Joseph W. Dews IV |
7,500 |
|
William Kraut. |
7,500 |
The above restricted stock awards will vest 25% upon issuance,
and 25% on each of the following dates: June 30, 2017, September
30, 2017, and December 31, 2017, and are subject to the terms of
the Company’s 2014 Stock Plan and the Company’s standard forms
of Restricted Stock Award Agreement. Item 9.01.Financial
Statements and Exhibits A list of the Exhibits which are
required by Item 601 of Regulation S-K and furnished with this
Report is set forth in the Exhibit Index immediately following
the page, which Exhibit Index is incorporated herein by
reference.
About inTEST Corporation (NYSEMKT:INTT)
inTEST Corporation is an independent designer, manufacturer and marketer of thermal, mechanical and electrical products that are used by semiconductor manufacturers in conjunction with automated test equipment (ATE), in the testing of integrated circuit (ICs). The Company operates through three segments: Thermal Products, Mechanical Products and Electrical Products. Its thermal products are sold into the environmental test market encompassing a range of markets, including the ATE, automotive, consumer electronics, defense/aerospace, energy, industrial and telecommunications markets. It offers three lines of manipulator products: the in2(R), the Aero Series and the Cobal Series. Its electrical products, which include various types of tester interfaces, provide the electrical connections between the tester and the wafer prober or IC handler to carry the electrical signals between the tester and the probe card on the prober or the test socket on the handler. inTEST Corporation (NYSEMKT:INTT) Recent Trading Information
inTEST Corporation (NYSEMKT:INTT) closed its last trading session 00.00 at 6.40 with 62,346 shares trading hands.